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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
November 7, 2024
Date of Report (Date of earliest event reported)  
 Planet Fitness, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware 001-37534 38-3942097
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
4 Liberty Lane West
Hampton, NH 03842
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (603) 750-0001
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 Par ValuePLNTNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐


Item 2.02Results of Operations and Financial Condition.
On November 7, 2024, Planet Fitness, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01Financial Statements and Exhibits.
 
(d)Exhibits
 
   
Exhibit No.  Description
  
99.1  
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
PLANET FITNESS, INC.
  
By: /s/ Thomas Fitzgerald
Name:
Title:		 Thomas Fitzgerald
Chief Financial Officer
Dated: November 7, 2024


Exhibit 99.1
Planet Fitness, Inc. Announces Third Quarter 2024 Results
Increases 2024 revenue and Adjusted EBITDA outlook
Initiated new $500 million share repurchase program upon $280 million share repurchase completion
Appointed Jay Stasz as Chief Financial Officer, effective November 15, 2024

Hampton, NH, November 7, 2024 - Today, Planet Fitness, Inc. (NYSE: PLNT) reported financial results for its third quarter ended September 30, 2024.
“We delivered solid results in the quarter, including more than 5 percent revenue growth, approximately 3 percent net income growth and approximately 10 percent Adjusted EBITDA growth, and are raising our outlook for certain key financial targets,” said Colleen Keating, Chief Executive Officer. “During the quarter, I had the opportunity to address franchisees, club employees, and our team members at our franchisee conference. This was an important opportunity to reinforce our strategic priorities of redefining our brand, enhancing member experience, refining our product, and accelerating club openings, which we expect will drive our next phase of growth. The enthusiasm the franchisees showed was highly encouraging. We also achieved a significant milestone by raising the price of our Classic Card membership to $15 for new members, marking the first increase in over 25 years, underscoring the tremendous value that we continue to offer our members. I am energized by our purpose of enhancing people’s lives and creating a healthier world and believe it sets us, our franchisees, and our shareholders up for long-term success.”
Third Quarter Fiscal 2024 Highlights
•Total revenue increased from the prior year period by 5.3% to $292.2 million.
•System-wide same club sales (which was historically referred to as “same store sales”) increased 4.3%.
•System-wide sales increased to $1.2 billion from $1.1 billion in the prior year period.
•Net income attributable to Planet Fitness, Inc. was $42.0 million, or $0.50 per diluted share, compared to $39.1 million, or $0.46 per diluted share, in the prior year period.
•Net income increased $1.1 million to $42.4 million, compared to $41.3 million in the prior year period.
•Adjusted net income(1) increased $2.9 million to $54.7 million, or $0.64 per diluted share(1), compared to $51.8 million, or $0.59 per diluted share, in the prior year period.
•Adjusted EBITDA(1) increased $11.2 million to $123.1 million from $111.9 million in the prior year period.
•21 new Planet Fitness clubs were opened system-wide during the period, which included 12 franchisee-owned and 9 corporate-owned clubs, bringing system-wide total clubs to 2,637 as of September 30, 2024.
•Cash and marketable securities of $530.7 million, which includes cash and cash equivalents of $298.8 million, restricted cash of $67.8 million and marketable securities of $164.2 million as of September 30, 2024.
(1) Adjusted net income, Adjusted EBITDA and Adjusted net income per share, diluted are non-GAAP measures. For reconciliations of Adjusted EBITDA and Adjusted net income to U.S. GAAP (“GAAP”) net income and a computation of Adjusted net income per share, diluted, see “Non-GAAP Financial Measures” accompanying this press release.
Operating Results for the Third Quarter Ended September 30, 2024
For the third quarter of 2024, total revenue increased $14.7 million or 5.3% to $292.2 million from $277.6 million in the prior year period, including system-wide same club sales growth of 4.3%. By segment:
•Franchise segment revenue increased $4.3 million or 4.3% to $102.4 million from $98.2 million in the prior year period. Of the increase, $6.0 million was due to higher royalty revenue, of which $3.2 million was attributable to a franchise same club sales increase of 4.5%, $1.6 million was attributable to new clubs opened since July 1, 2023 and $1.2 million was from higher royalties on annual fees. The increase was partially offset by a $1.5 million decrease in franchise and other fees, a $1.4 million decrease in placement revenue primarily driven by lower equipment placements, and a $0.9 million decrease in revenue associated with the sale of HVAC units to franchisees. Franchise segment revenue also includes $2.0 million of higher National Advertising Fund (“NAF”) revenue;
•Corporate-owned clubs (which was historically referred to as corporate-owned stores) segment revenue increased $14.9 million or 13.1% to $128.1 million from $113.2 million in the prior year period. Of the increase, $9.6 million was attributable to corporate-owned clubs included in the same club sales base, of which $4.6 million was attributable to a same club sales increase of 3.4%, $1.1 million was attributable to higher annual fee revenue and $3.9 million was attributable to other fees. Additionally, $5.3 million was from new clubs opened since July 1, 2023; and


•Equipment segment revenue decreased $4.4 million or 6.7% to $61.7 million from $66.1 million in the prior year period. This decrease was primarily attributable to lower revenue from equipment sales to new franchisee-owned clubs. In the third quarter of 2024, we had equipment sales to 15 new franchisee-owned clubs compared to 22 in the prior year period.
For the third quarter of 2024, net income attributable to Planet Fitness, Inc. was $42.0 million, or $0.50 per diluted share, compared to $39.1 million, or $0.46 per diluted share, in the prior year period. Net income was $42.4 million in the third quarter of 2024 compared to $41.3 million in the prior year period. Adjusted net income increased 5.7% to $54.7 million, or $0.64 per diluted share, from $51.8 million, or $0.59 per diluted share, in the prior year period. Adjusted net income has been adjusted to reflect a normalized income tax rate of 25.8% and 25.9% for the third quarter of 2024 and 2023, respectively, and excludes certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see “Non-GAAP Financial Measures”).
Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see “Non-GAAP Financial Measures”), increased 10.0% to $123.1 million from $111.9 million in the prior year period.
Segment EBITDA represents our Total Segment EBITDA broken down by the Company’s reportable segments. Total Segment EBITDA is equal to EBITDA, which is defined as net income before interest, taxes, depreciation and amortization (see “Non-GAAP Financial Measures”).
•Franchise segment EBITDA increased $5.2 million or 7.7% to $72.8 million. The increase is primarily the result of a $4.3 million increase in franchise segment revenue as described above, $1.6 million of lower selling, general and administrative expense, and $1.4 million of lower cost of revenue primarily from lower cost of HVAC units sold to franchisees, partially offset by $2.1 million of higher NAF expense;
•Corporate-owned clubs segment EBITDA increased $5.8 million or 13.2% to $50.1 million. The increase was primarily attributable to $7.0 million from corporate-owned clubs included in the same club sales base, partially offset by lower EBITDA of $0.6 million from new clubs opened since July 1, 2023 and $0.6 million of higher selling, general and administrative expense.
•Equipment segment EBITDA increased $2.1 million or 12.5% to $18.5 million. The increase was primarily driven by higher margin equipment sales related to an updated equipment mix as a result of the adoption of the new growth model, partially offset by lower equipment sales to new franchisee-owned clubs, as described above.
Share Repurchase Program
On June 12, 2024, we entered into a $280 million accelerated share repurchase agreement (the “ASR Agreement”) with Citibank, N.A. (the “Bank”). On June 14, 2024, we paid the Bank $280 million in cash and received approximately 3.1 million shares of our Class A common stock, which were retired.
Final settlement of the ASR Agreement occurred on September 16, 2024. At final settlement, the Bank delivered 0.7 million additional shares of the Company’s Class A common stock, which were retired. The final number of shares repurchased was determined based on the volume-weighted average stock price of the Company’s Class A common stock of $76.88 during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement.
On June 13, 2024, the Company’s board of directors approved a share repurchase program of up to $500 million to replace the 2022 share repurchase program, which became effective on September 16, 2024 upon the completion of the ASR Agreement. As of September 30, 2024, there is $500 million remaining under the 2024 share repurchase program.
2024 Outlook
For the year ending December 31, 2024, the Company is reiterating the following expectations:
•New equipment placements of approximately 120 to 130 in franchisee-owned locations
•System-wide new club openings of approximately 140 to 150 locations
The following are the Company’s growth expectations over its 2023 results:
•System-wide same club sales in the 4% to 5% percentage range (previously 3% to 5%)
•Revenue to increase in the 8% to 9% range (previously 4% to 6%)
•Adjusted EBITDA to increase in the 8% to 9% range (previously 7% to 9%)
•Adjusted net income to increase in the 8% to 9% range (previously 4% to 6%)


•Adjusted net income per share, diluted to increase in the 11% to 12% range (previously 7% to 9%), based on adjusted diluted weighted-average shares outstanding of approximately 86.5 million, inclusive of the shares repurchased as part of the ASR Agreement.
The Company continues to expect 2024 net interest expense to be approximately $75.0 million (excluding the write-off of deferred financing costs associated with our debt refinancing transaction). It also expects capital expenditures to increase approximately 20% (previously 25%) driven by additional clubs in our corporate-owned portfolio and depreciation and amortization to increase approximately 10% (previously 11% to 12%).

Presentation of Financial Measures
Planet Fitness, Inc. (the “Company”) was formed in March 2015 for the purpose of facilitating the initial public offering (the “IPO”) and related recapitalization transactions that occurred in August 2015, and in order to carry on the business of Pla-Fit Holdings, LLC (“Pla-Fit Holdings”) and its subsidiaries. As the sole managing member of Pla-Fit Holdings, the Company operates and controls all of the business and affairs of Pla-Fit Holdings, and through Pla-Fit Holdings, conducts its business. As a result, the Company consolidates Pla-Fit Holdings’ financial results and reports a non-controlling interest related to the portion of Pla-Fit Holdings not owned by the Company.
The financial information presented in this press release includes non-GAAP financial measures such as EBITDA, Segment EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted, to provide measures that we believe are useful to investors in evaluating the Company’s performance. These non-GAAP financial measures are supplemental measures of the Company’s performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered in isolation or as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted. The Company’s presentation of Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted, should not be construed as an inference that the Company’s future results will be unaffected by similar amounts or other unusual or nonrecurring items. See the tables at the end of this press release for a reconciliation of EBITDA, Adjusted EBITDA, Total Segment EBITDA, Adjusted net income, and Adjusted net income per share, diluted, to their most directly comparable GAAP financial measure.
The non-GAAP financial measures used in our full-year outlook will differ from net income and net income per share, diluted, determined in accordance with GAAP in ways similar to those described in the reconciliations at the end of this press release. We do not provide guidance for net income or net income per share, diluted, determined in accordance with GAAP or a reconciliation of guidance for Adjusted net income and Adjusted net income per share, diluted, to the most directly comparable GAAP measure because we are not able to predict with reasonable certainty the amount or nature of all items that will be included in our net income and net income per share, diluted, for the year ending December 31, 2024. These items are uncertain, depend on many factors and could have a material impact on our net income and net income per share, diluted, for the year ending December 31, 2024, and therefore cannot be made available without unreasonable effort.
Same club sales refers to year-over-year sales comparisons for the same club sales base of both corporate-owned and franchisee-owned clubs, which is calculated for a given period by including only sales from clubs that had sales in the comparable months of both years. We define the same club sales base to include those clubs that have been open and for which monthly membership dues have been billed for longer than 12 months. We measure same club sales based solely upon monthly dues billed to members of our corporate-owned and franchisee-owned clubs.
Investor Conference Call
The Company will hold a conference call at 8:00AM (ET) on November 7, 2024 to discuss the news announced in this press release. A live webcast of the conference call will be accessible at www.planetfitness.com via the “Investor Relations” link. The webcast will be archived on the website for one year.
About Planet Fitness
Founded in 1992 in Dover, NH, Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness clubs in the world by number of members and locations. As of September 30, 2024, Planet Fitness had approximately 19.6 million members and 2,637 clubs in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain. The Company’s mission is to enhance people’s lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone®. More than 90% of Planet Fitness clubs are owned and operated by independent business men and women.


Investor Contact:
Stacey Caravella
investor@planetfitness.com
603-750-4674
Media Contacts:
McCall Gosselin, Planet Fitness
mccall.gosselin@pfhq.com
603-957-4650

Brittany Fraser, ICR
Brittany.Fraser@icrinc.com
917-658-8750
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include the Company’s statements with respect to expected future performance presented under the heading “2024 Outlook,” those attributed to the Company’s Chief Executive Officer in this press release, the Company’s expected membership growth and club growth, ability to deliver future shareholder value, and other statements, estimates and projections that do not relate solely to historical facts. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “goal,” “plan,” “prospect,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “ongoing,” “contemplate,” “future,” “strategy” and similar references to future periods, although not all forward-looking statements include these identifying words. Forward-looking statements are not assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of the business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results to differ materially include competition in the fitness industry, the Company’s and franchisees’ ability to attract and retain members, the Company’s and franchisees’ ability to identify and secure suitable sites for new franchise clubs, changes in consumer demand, changes in equipment costs, the Company’s ability to expand into new markets domestically and internationally, operating costs for the Company and franchisees generally, availability and cost of capital for franchisees, acquisition activity, developments and changes in laws and regulations, our substantial increased indebtedness as a result of our refinancing and securitization transactions and our ability to incur additional indebtedness or refinance that indebtedness in the future, our future financial performance and our ability to pay principal and interest on our indebtedness, our corporate structure and tax receivable agreements, failures, interruptions or security breaches of the Company's information systems or technology, general economic conditions and the other factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2023 and, once available, the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2024, as well as the Company’s other filings with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in forward-looking statements, investors should not place undue reliance on forward-looking statements, which reflect the Company’s views only as of the date of this press release. Except as required by law, neither the Company nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this release, whether as a result of new information, future developments or otherwise.

Planet Fitness, Inc. and subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except per share amounts)2024202320242023
Revenue:
Franchise$82,873 $80,587 $254,783 $237,313 
National advertising fund revenue19,542 17,578 59,442 52,378 
Franchise segment
102,415 98,165 314,225 289,691 
Corporate-owned clubs128,132 113,245 375,976 332,885 
Equipment61,699 66,141 151,003 163,664 
Total revenue292,246 277,551 841,204 786,240 
Operating costs and expenses:
Cost of revenue45,701 53,751 116,628 132,561 
Club operations71,614 63,120 216,119 188,011 
Selling, general and administrative32,647 33,290 93,453 93,705 
National advertising fund expense19,720 17,618 59,624 52,496 
Depreciation and amortization41,033 37,477 120,230 110,254 
Other losses (gains), net280 (56)698 7,705 
Total operating costs and expenses210,995 205,200 606,752 584,732 
Income from operations81,251 72,351 234,452 201,508 
Other income (expense), net:
Interest income5,610 4,245 16,687 12,339 
Interest expense(26,603)(21,704)(72,569)(64,771)
Other (expense) income, net(558)148 1,132 631 
Total other expense, net(21,551)(17,311)(54,750)(51,801)
Income before income taxes59,700 55,040 179,702 149,707 
Provision for income taxes16,523 13,474 49,824 38,855 
Losses from equity-method investments, net of tax(782)(242)(3,198)(580)
Net income42,395 41,324 126,680 110,272 
Less: net income attributable to non-controlling interests386 2,190 1,722 7,299 
Net income attributable to Planet Fitness, Inc.$42,009 $39,134 $124,958 $102,973 
Net income per share of Class A common stock:
Basic$0.50 $0.46 $1.45 $1.22 
Diluted$0.50 $0.46 $1.45 $1.21 
Weighted-average shares of Class A common stock outstanding:
Basic84,570 84,610 86,090 84,558 
Diluted84,728 84,886 86,289 84,870 

Planet Fitness, Inc. and subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except per share amounts)September 30, 2024December 31, 2023
Assets
Current assets:
Cash and cash equivalents$298,783 $275,842 
Restricted cash67,766 46,279 
Short-term marketable securities108,629 74,901 
Accounts receivable, net of allowances for uncollectible amounts of $0 and $0 as of September 30, 2024 and December 31, 2023, respectively48,958 41,890 
Inventory4,858 4,677 
Restricted assets - national advertising fund363 — 
Prepaid expenses14,432 13,842 
Other receivables7,882 11,072 
Income tax receivable and prepayments4,773 3,314 
Total current assets556,444 471,817 
Long-term marketable securities
55,535 50,886 
Investments, net of allowance for expected credit losses of $18,538 and $17,689 as of September 30, 2024 and December 31, 2023, respectively75,078 77,507 
Property and equipment, net of accumulated depreciation of $347,586 and $322,958, as of September 30, 2024 and December 31, 2023, respectively
421,633 390,405 
Right-of-use assets, net400,246 381,010 
Intangible assets, net334,236 372,507 
Goodwill719,127 717,502 
Deferred income taxes481,456 504,188 
Other assets, net4,426 3,871 
Total assets$3,048,181 $2,969,693 
Liabilities and stockholders’ deficit
Current liabilities:
Current maturities of long-term debt$22,500 $20,750 
Accounts payable31,844 23,788 
Accrued expenses66,530 66,299 
Equipment deposits10,345 4,506 
Deferred revenue, current67,517 59,591 
Payable pursuant to tax benefit arrangements, current48,553 41,294 
Other current liabilities39,001 35,101 
Total current liabilities286,290 251,329 
Long-term debt, net of current maturities2,152,276 1,962,874 
Lease liabilities, net of current portion408,588 381,589 
Deferred revenue, net of current portion33,578 32,047 
Deferred tax liabilities1,566 1,644 
Payable pursuant to tax benefit arrangements, net of current portion428,858 454,368 
Other liabilities4,139 4,833 
Total noncurrent liabilities3,029,005 2,837,355 
Stockholders’ equity (deficit):
Class A common stock, $0.0001 par value, 300,000 shares authorized, 84,104 and 86,760 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
9 9 
Class B common stock, $0.0001 par value, 100,000 shares authorized, 488 and 1,397 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
— — 
Accumulated other comprehensive (loss) income220 172 
Additional paid in capital602,948 575,631 
Accumulated deficit(869,309)(691,461)
Total stockholders’ deficit attributable to Planet Fitness, Inc.(266,132)(115,649)
Non-controlling interests(982)(3,342)
Total stockholders’ deficit(267,114)(118,991)
Total liabilities and stockholders’ deficit$3,048,181 $2,969,693 

Planet Fitness, Inc. and subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)

Nine Months Ended September 30,
(in thousands)20242023
Cash flows from operating activities:
Net income$126,680 $110,272 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization120,230 110,254 
Amortization of deferred financing costs3,984 4,114 
Loss on extinguishment of debt2,285 — 
Accretion of marketable securities discount(2,658)(2,224)
Losses from equity-method investments, net of tax3,198 580 
Dividends accrued on held-to-maturity investment(1,618)(1,490)
Credit loss (gain) on held-to-maturity investment849 (6)
Deferred tax expense40,077 34,884 
Gain on re-measurement of tax benefit arrangement liability(774)— 
Loss on disposal of property and equipment400 158 
Loss on reacquired franchise rights— 110 
Equity-based compensation expense5,965 6,326 
Other138 (25)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable(7,443)10,086 
Inventory(201)(2,270)
Other assets and other current assets1,735 (1,722)
Restricted assets - national advertising fund(368)805 
Accounts payable and accrued expenses8,818 (7,488)
Other liabilities and other current liabilities(741)6,855 
Income taxes(1,553)(104)
Payments pursuant to tax benefit arrangements(28,786)(21,780)
Equipment deposits5,835 5,495 
Deferred revenue9,552 9,428 
Leases9,138 4,662 
Net cash provided by operating activities294,742 266,920 
Cash flows from investing activities:
Additions to property and equipment(112,968)(84,636)
Acquisition of franchisees, net of cash acquired— (26,264)
Proceeds from sale of property and equipment568 2 
Purchases of marketable securities(116,833)(155,007)
Maturities of marketable securities80,922 37,990 
Other investments— (20,000)
Net cash used in investing activities(148,311)(247,915)
Cash flows from financing activities:
Proceeds from issuance of long-term debt800,000 — 
Proceeds from issuance of Class A common stock17,221 8,575 
Principal payments on capital lease obligations(100)(152)
Repayment of long-term debt(603,063)(15,563)
Payment of deferred financing and other debt-related costs(12,055)— 
Repurchase and retirement of Class A common stock(300,205)(125,030)
Distributions paid to members of Pla-Fit Holdings(3,345)(4,216)
Net cash used in financing activities(101,547)(136,386)
Effects of exchange rate changes on cash and cash equivalents(456)233 
Net increase (decrease) in cash, cash equivalents and restricted cash44,428 (117,148)
Cash, cash equivalents and restricted cash, beginning of period322,121 472,499 
Cash, cash equivalents and restricted cash, end of period$366,549 $355,351 
Supplemental cash flow information:
Cash paid for interest$53,718 $60,964 
Net cash paid for income taxes$11,248 $4,394 
Non-cash investing activities:
Non-cash additions to property and equipment included in accounts payable and accrued expenses$18,446 $20,590 

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)

To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses the following non-GAAP financial measures: EBITDA, Total Segment EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted (collectively, the “non-GAAP financial measures”). The Company believes that these non-GAAP financial measures, when used in conjunction with GAAP financial measures, are useful to investors in evaluating our operating performance. These non-GAAP financial measures presented in this release are supplemental measures of the Company’s performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered in isolation or as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted. The Company’s presentation of Adjusted EBITDA, Adjusted net income, and Adjusted net income per share, diluted, should not be construed as an inference that the Company’s future results will be unaffected by unusual or nonrecurring items.
EBITDA, Segment EBITDA and Adjusted EBITDA
We refer to EBITDA and Adjusted EBITDA as we use these measures to evaluate our operating performance and we believe these measures are useful to investors in evaluating our performance. We have also disclosed Segment EBITDA as an important financial metric utilized by the Company to evaluate performance and allocate resources to segments in accordance with ASC 280, Segment Reporting. We define EBITDA as net income before interest, taxes, depreciation and amortization. Segment EBITDA sums to Total Segment EBITDA which is equal to the Non-GAAP financial metric EBITDA. We believe that EBITDA, which eliminates the impact of certain expenses that we do not believe reflect our underlying business performance, provides useful information to investors to assess the performance of our segments as well as the business as a whole. Our Board of Directors also uses EBITDA as a key metric to assess the performance of management. We define Adjusted EBITDA as EBITDA, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company’s core operations. We believe that Adjusted EBITDA is an appropriate measure of operating performance in addition to EBITDA because it eliminates the impact of other items that we believe reduce the comparability of our underlying core business performance from period to period and is therefore useful to our investors.


Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)

A reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA is set forth below.
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2024202320242023
Net income$42,395 $41,324 $126,680 $110,272 
Interest income(5,610)(4,245)(16,687)(12,339)
Interest expense26,603 21,704 72,569 64,771 
Provision for income taxes16,523 13,474 49,824 38,855 
Depreciation and amortization41,033 37,477 120,230 110,254 
EBITDA120,944 109,734 352,616 311,813 
Purchase accounting adjustments-revenue(1)
29 45 91 378 
Purchase accounting adjustments-rent(2)
170 173 512 461 
Loss on reacquired franchise rights(3)
— — — 110 
Transaction fees and acquisition-related costs(4)
— — — 394 
Severance costs(5)
— — 1,602 1,220 
Executive transition costs(6)
1,342 2,502 2,973 2,502 
Legal matters(7)
— — — 6,250 
Loss (gain) on adjustment of allowance for credit losses on held-to-maturity investment(8)
292 (101)849 (6)
Dividend income on held-to-maturity investment(9)
(553)(511)(1,618)(1,490)
Loss (gain) on remeasurement of tax benefit arrangement(10)
575 — (774)— 
Amortization of basis difference of equity-method investments(11)
240 — 709 — 
Other(12)
32 50 (75)(590)
Adjusted EBITDA$123,071 $111,892 $356,885 $321,042 
(1) Represents the impact of revenue-related purchase accounting adjustments associated with the acquisition of Pla-Fit Holdings on November 8, 2012 by TSG (the “2012 Acquisition”). At the time of the 2012 Acquisition, the Company maintained a deferred revenue account, which consisted of deferred area development agreement fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected up front but recognizes for GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805—Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. These amounts represent the additional revenue that would have been recognized if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.
(2) Represents the impact of rent related purchase accounting adjustments. In accordance with guidance in ASC 805—Business Combinations, in connection with the 2012 Acquisition, the Company’s deferred rent liability was required to be written off as of the acquisition date and rent was recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall rent expense each period than would have otherwise been recorded had the deferred rent liability not been written off as a result of the acquisition push down accounting applied in accordance with ASC 805. The rent related purchase accounting adjustments are adjustments to rent expense recorded in club operations on our condensed consolidated statements of operations, which reflect the difference between the higher rent expense recorded in accordance with GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred, as well as the amortization of favorable and unfavorable lease intangible assets.
(3) Represents the impact of a non-cash loss recorded in accordance with ASC 805 – Business Combinations related to our acquisition of franchisee-owned clubs. The loss recorded under U.S. GAAP represents the difference between the fair value and the contractual terms of the reacquired franchise rights and is included in other (gains) losses, net on our condensed consolidated statement of operations.
(4) Represents transaction fees and acquisition-related costs incurred in connection with our acquisition of franchisee-owned clubs.
(5) Represents severance related expenses recorded in connection with a reduction in force during the nine months ended September 30, 2024 and the elimination of the President and Chief Operating Officer position during the nine months ended September 30, 2023.
(6) Represents certain expenses recorded in connection with the departure of the former Chief Executive Officer, including costs associated with the search for and stock based compensation associated with certain equity awards granted to the Company’s new Chief Executive Officer and retention payments for certain key employees through the Chief Executive Officer transition.
(7) Represents costs associated with legal matters in which the Company was a defendant. In 2023, this represents an increase in the legal reserve related to preliminary terms of a settlement agreement (the “Preliminary Settlement Agreement”). The legal reserve liability was subsequently paid in 2023.

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)

(8) Represents a loss (gain) on the adjustment of the allowance for credit losses on the Company’s held-to-maturity investment.
(9) Represents dividend income recognized on the Company’s held-to-maturity investment.
(10) Represents a loss (gain) related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate.
(11) Represents the Company’s pro-rata portion of the basis difference related to intangible asset amortization expense in its equity method investees, which is included within losses from equity-method investments, net of tax on our condensed consolidated statements of operations.
(12) Represents certain other gains and charges that we do not believe reflect our underlying business performance.
A reconciliation of Segment EBITDA to Total Segment EBITDA is set forth below.
 Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2024202320242023
Segment EBITDA  
Franchise segment$72,758 $67,583 $226,478 $198,418 
Corporate-owned clubs segment
50,107 44,264 141,507 126,499 
Equipment segment18,487 16,434 41,822 39,134 
Corporate and other(1)
(20,408)(18,547)(57,191)(52,238)
Total Segment EBITDA(2)
$120,944 $109,734 $352,616 $311,813 
(1) “Corporate and other” primarily includes corporate overhead costs, such as payroll and related benefit costs and professional services that are not directly attributable to any individual segment.
(2) Total Segment EBITDA is equal to EBITDA, which is a metric that is not presented in accordance with GAAP. Refer to “—Non-GAAP Financial Measures” for a definition of EBITDA and a reconciliation to net income, the most directly comparable GAAP measure.

Adjusted Net Income and Adjusted Net Income per Diluted Share
Our presentation of Adjusted net income assumes that all net income is attributable to Planet Fitness, Inc., which assumes the full exchange of all outstanding Holdings Units for shares of Class A common stock of Planet Fitness, Inc., adjusted for certain non-cash and other items that we do not believe directly reflect our core operations. Adjusted net income per share, diluted, is calculated by dividing Adjusted net income by the total weighted-average shares of Class A common stock outstanding plus any dilutive options and restricted stock units as calculated in accordance with GAAP and assuming the full exchange of all outstanding Holdings Units and corresponding Class B common stock as of the beginning of each period presented. Adjusted net income and Adjusted net income per share, diluted, are supplemental measures of operating performance that do not represent and should not be considered alternatives to net income and earnings per share, as calculated in accordance with GAAP. We believe Adjusted net income and Adjusted net income per share, diluted, supplement GAAP measures and enable us to more effectively evaluate our performance period-over-period.


Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)

A reconciliation of net income, the most directly comparable GAAP measure, to Adjusted net income, and the computation of Adjusted net income per share, diluted, are set forth below.
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except per share amounts)2024202320242023
Net income$42,395 $41,324 $126,680 $110,272 
Provision for income taxes16,523 13,474 49,824 38,855 
Purchase accounting adjustments-revenue(1)
29 45 91 378 
Purchase accounting adjustments-rent(2)
170 173 512 461 
Loss on reacquired franchise rights(3)
— — — 110 
Transaction fees and acquisition-related costs(4)
— — — 394 
Severance costs(5)
— — 1,602 1,220 
Executive transition costs(6)
1,342 2,502 2,973 2,502 
Legal matters(7)
— — — 6,250 
Loss (gain) on adjustment of allowance for credit losses on held-to-maturity investment(8)
292 (101)849 (6)
Dividend income on held-to-maturity investment(9)
(553)(511)(1,618)(1,490)
Loss (gain) on remeasurement of tax benefit arrangement(10)
575 — (774)— 
Amortization of basis difference of equity-method investments(11)
240 — 709 — 
Loss on extinguishment of debt(12)
— — 2,285 — 
Other(13)
32 50 (75)(590)
Purchase accounting amortization(14)
12,757 12,954 38,272 38,485 
Adjusted income before income taxes73,802 69,910 221,330 196,841 
Adjusted income taxes(15)
19,060 18,107 57,161 50,982 
Adjusted net income$54,742 $51,803 $164,169 $145,859 
Adjusted net income per share, diluted$0.64 $0.59 $1.88 $1.64 
Adjusted weighted-average shares outstanding, diluted(16)
85,260 88,420 87,101 89,107 
(1) Represents the impact of revenue-related purchase accounting adjustments associated with the 2012 Acquisition. At the time of the 2012 Acquisition, the Company maintained a deferred revenue account, which consisted of deferred area development agreement fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected up front but recognizes for GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805—Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. These amounts represent the additional revenue that would have been recognized if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.
(2) Represents the impact of rent related purchase accounting adjustments. In accordance with guidance in ASC 805—Business Combinations, in connection with the 2012 Acquisition, the Company’s deferred rent liability was required to be written off as of the acquisition date and rent was recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall rent expense each period than would have otherwise been recorded had the deferred rent liability not been written off as a result of the acquisition push down accounting applied in accordance with ASC 805. The rent related purchase accounting adjustments are adjustments to rent expense recorded in club operations on our condensed consolidated statements of operations, which reflect the difference between the higher rent expense recorded in accordance with GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred, as well as the amortization of favorable and unfavorable lease intangible assets.
(3) Represents the impact of a non-cash loss recorded in accordance with ASC 805 – Business Combinations related to our acquisition of franchisee-owned clubs. The loss recorded under U.S. GAAP represents the difference between the fair value and the contractual terms of the reacquired franchise rights and is included in other (gains) losses, net on our condensed consolidated statement of operations.
(4) Represents transaction fees and acquisition-related costs incurred in connection with our acquisition of franchisee-owned clubs.
(5) Represents severance related expenses recorded in connection with a reduction in force during the nine months ended September 30, 2024 and the elimination of the President and Chief Operating Officer position during the nine months ended September 30, 2023.
(6) Represents certain expenses recorded in connection with the departure of the former Chief Executive Officer, including costs associated with the search for and stock based compensation associated with certain equity awards granted to the Company’s new Chief Executive Officer and retention payments for certain key employees through the Chief Executive Officer transition.

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)

(7) Represents costs associated with legal matters in which the Company was a defendant. In 2023, this represents an increase in the legal reserve related to preliminary terms of the Preliminary Settlement Agreement. The legal reserve liability was subsequently paid in 2023.
(8) Represents a loss (gain) on the adjustment of the allowance for credit losses on the Company’s held-to-maturity investment.
(9) Represents dividend income recognized on the Company’s held-to-maturity investment.
(10) Represents a loss (gain) related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate.
(11) Represents the Company’s pro-rata portion of the basis difference related to intangible asset amortization expense in its equity method investees, which is included within losses from equity-method investments, net of tax on our condensed consolidated statements of operations.
(12) Represents the write-off of deferred financing costs associated with the repayment of the 2018-1 Class A-2-II notes prior to the anticipated repayment date.
(13) Represents certain other gains and charges that we do not believe reflect our underlying business performance.
(14) Represents the amount of non-cash amortization expense recorded in each period, in accordance with GAAP, which includes $3.1 million for both the three months ended September 30, 2024 and 2023 and $9.3 million for both the nine months ended September 30, 2024 and 2023 of amortization of intangible assets recorded in connection with the 2012 Acquisition, other than favorable leases. This adjustment also includes $9.7 million and $9.9 million for the three months ended September 30, 2024 and 2023, respectively, and $29.0 million and $29.2 million for the nine months ended September 30, 2024 and 2023, respectively, of amortization of intangible assets created in connection with historical acquisitions of franchisee-owned clubs.
(15) Represents corporate income taxes at an assumed effective tax rate of 25.8% for both the three and nine months ended September 30, 2024 and 25.9% for both the three and nine months ended September 30, 2023 applied to adjusted income before income taxes.
(16) Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc.

A reconciliation of net income per share, diluted, to Adjusted net income per share, diluted is set forth below:
Three Months Ended September 30, 2024Three Months Ended September 30, 2023
(in thousands, except per share amounts)Net incomeWeighted Average SharesNet income per share, dilutedNet incomeWeighted Average SharesNet income per share, diluted
Net income attributable to Planet Fitness, Inc.(1)
$42,009 84,728 $0.50 $39,134 84,886 $0.46 
Net income attributable to non-controlling interests(2)
386 532 2,190 3,534 
Net income42,395 41,324 
Adjustments to arrive at adjusted income before income taxes(3)
31,407 28,586 
Adjusted income before income taxes73,802 69,910 
Adjusted income taxes(4)
19,060 18,107 
Adjusted net income$54,742 85,260 $0.64 $51,803 88,420 $0.59 
Nine Months Ended September 30, 2024Nine Months Ended September 30, 2023
(in thousands, except per share amounts)Net incomeWeighted Average SharesNet income per share, dilutedNet incomeWeighted Average SharesNet income per share, diluted
Net income attributable to Planet Fitness, Inc.(1)
$124,958 86,289 $1.45 $102,973 84,870 $1.21 
Net income attributable to non-controlling interests(2)
1,722 812 7,299 4,237 
Net income126,680 110,272 
Adjustments to arrive at adjusted income before income taxes(3)
94,650 86,569 
Adjusted income before income taxes221,330 196,841 
Adjusted income taxes(4)
57,161 50,982 
Adjusted net income$164,169 87,101 $1.88 $145,859 89,107 $1.64 
(1) Represents net income attributable to Planet Fitness, Inc. and the associated weighted average shares of Class A common stock outstanding.
(2) Represents net income attributable to non-controlling interests and the assumed exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc. as of the beginning of the period presented.

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)

(3) Represents the total impact of all adjustments identified in the adjusted net income table above to arrive at adjusted income before income taxes.
(4) Represents corporate income taxes at an assumed effective tax rate of 25.8% for both the three and nine months ended September 30, 2024 and 25.9% for both the three and nine months ended September 30, 2023 applied to adjusted income before income taxes.

v3.24.3
Cover Page
Nov. 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 07, 2024
Entity Registrant Name Planet Fitness, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37534
Entity Tax Identification Number 38-3942097
Entity Address, Address Line One 4 Liberty Lane West
Entity Address, City or Town Hampton
Entity Address, State or Province NH
Entity Address, Postal Zip Code 03842
City Area Code 603
Local Phone Number 750-0001
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, $0.0001 Par Value
Trading Symbol PLNT
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001637207
Amendment Flag false
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